InterOil Corp. has announced that ExxonMobil was the company that made an unsolicited proposal to acquire InterOil on 30 June 2016. The InterOil Board of Directors has found that ExxonMobil’s proposal is superior to InterOil’s agreement with Oil Search Ltd. InterOil has now informed Oil Search of its findings.
Under the terms of ExxonMobil’s proposal, InterOil claims that its shareholders would receive the following:
- A payment of US$45.00 per InterOil share, paid in ExxonMobil shares. Using the volume weighted average price of ExxonMobil shares over a measured period of 10 days ending shortly before the closing date, the number of ExxonMobil shares paid per InterOil share would be calculated.
- A contingent resource payment (CRP). This would be a further cash payment of approximately US$7.07 per share for each tcfe gross resource certification of the Elk-Antelope field above 6.2 tcfe, up to 10 tcfe maximum. The CRP would be made upon the interim certification process’ completion in accordance with the share purchase agreement with Total SA. This would include the Antelope-7 appraisal well. The CRP would not be transferrable or listed on any stock exchange.
Under the terms of the agreement, Oil Search has three days (expiring on 21 July 2016) in which it can amend the agreement terms. InterOil claims that Oil Search is not obliged to amend its offer, nor does it know if it intends to do so. Nevertheless, the InterOil Board of Directors will continue to recommend the Oil Search transaction to its shareholders.
InterOil also notes that the ExxonMobil offer will not necessarily be accepted and lead to the termination of the Oil Search agreement. It also claims that it cannot be guaranteed that the transaction contemplated by the ExxonMobil offer will be approved by shareholders or consummated.
Edited from various sources by David Rowlands